exh101.htm


    Exhibit
10.1

     

    


    SHARE EXCHANGE
AGREEMENT

     

        This SHARE
EXCHANGE AGREEMENT (the “Agreement”), dated as of September 11, 2009, by and
among Mezabay International, Inc.(Formerly, Cardtrend International Inc.), a
Nevada corporation (“the Company”), and Gaeawave Sdn. Bhd. (Company No. 837545-X
), a corporation incorporated in Malaysia (“GAEAWAVE”), having a register office
address at 50-2, Jalan 1/76D, Desa Pandan, 55100 Kuala Lumpur, Malaysia,
and the shareholders of GAEAWAVE, namely Tey Yong Qing (“TEY”), holding
Malaysian I/C Card Number 840623-07-5685,  Chai Kok Wai (“CHAI”),
holding Malaysian I/D Card number 721103-08-6143.

    


    


    W I T N E S S E T
H:

     

        WHEREAS, TEY
and CHAI presently own 100% of the common stock of GAEAWAVE (the “Gaeawave
Shares”);

     

        WHEREAS, the
Company desires to acquire from TEY and CHAI all of the Gaeawave Shares in
exchange for the issuance by the Company of 10,000,000 shares of preferred stock
of the Company with a par value of $0.001 per share containing the rights and
preferences thereof as set forth on Exhibit A to this Agreement (“Series D
Preferred Stock”) on the terms and conditions set forth below (the “Exchange”);
and

     

        WHEREAS, the
parties desire this to be a tax-free exchange under the United States Internal
Revenue Code.

     

        NOW,
THEREFORE, in consideration of the premises and of the mutual representations,
warranties and agreements set forth herein, the Parties hereto agree as
follows:

    


    ARTICLE
I

    


    Definitions

     

        In addition
to terms defined elsewhere in this Agreement, the following terms when used in
this Agreement shall have the meanings indicated below:

     

        “Affiliate” shall mean with
respect to a specified Person, any other Person which, directly or indirectly
through one or more intermediaries, controls or is controlled by or is under
common control with such Person, and without limiting the generality of the
foregoing, includes, with respect to a Person (a) any other Person which
beneficially owns or holds ten percent (10%) or more of any class of voting
securities or other securities convertible into voting securities of such Person
or beneficially owns or holds ten percent (10%) or more of any other equity
interests in such Person, (b) any other Person with respect to which such Person
beneficially owns or holds ten percent (10%) or more of any class of voting
securities or other securities convertible into voting securities of such
Person, or owns or holds ten percent (10%) or more of the equity interests of
the other Person, and (c) any director or senior officer of such
Person.  For purposes of this definition, the term “control”
(including, with correlative meanings, the terms “controlled by” and “under
common control with”), as used with respect to any Person, means the possession,
directly or indirectly, of the power to

    


    


    


    


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    direct or
cause the direction of the management and policies of such Person, whether
through the ownership of voting securities or by contract or
otherwise.

     

        “Agreement” shall mean this Share
Exchange Agreement together with all exhibits and schedules referred to herein,
which exhibits and schedules are incorporated herein and made a part
hereof.

     

        “Certificates” shall have the
meaning set forth in Section 2.4.

     

       “Closing” shall have the meaning set
forth in Section 2.2.

     

       “Closing Date” shall mean the date that
the Closing takes place.

     

       “Code” shall mean the Internal Revenue
Code of 1986, as amended.

     

       “Commission” shall mean the United
States Securities and Exchange Commission.

     

       “Company Common Stock” shall mean the
shares of the Company’s $0.001 par value per share common stock.

     

        “Company Loss” shall have the
meaning set forth in Section 5.5.

     

        “Confidential Information” means
any information concerning the businesses and affairs of GAEAWAVE or the Company
that is not already generally available to the public.

     

        “Effective Time” shall have the
meaning set forth in Section 2.3.

     

        “Environmental Laws” shall have
the meaning set forth in Section 3.18.

     

        “Exchange” shall have the meaning
set forth in the recitals.

     

        “Exchange Act” shall mean the Securities Exchange
Act of 1934, as amended.

     

        “Exchange Consideration” shall
have the meaning set forth in Section 2.1(a).

     

        “Exchange Documents” shall have
the meaning set forth in Section 3.2.

     

        “Financial Statements” shall mean
GAEAWAVE’s audited consolidated balance sheets, statement of operations, changes
in stockholders equity and cash flow as of July 31st, 2009 since its inception
prepared and audited in conformity with GAAP.

     

        “GAAP” shall mean United States
generally accepted accounting principles.

     

        “Guaranty” shall mean, as to any
Person, all liabilities or obligations of such Person, with respect to any
indebtedness or other obligations of any other Person, which have been
guaranteed, directly or indirectly, in any manner by such Person, through an
agreement, contingent or otherwise, to purchase such indebtedness or obligation,
or to purchase or sell property or services, primarily for the purpose of
enabling the debtor to make payment of such indebtedness or obligation or to
guarantee the payment to the owner of such

    


    


    


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    indebtedness
or obligation against loss, or to supply funds to or in any manner invest in the
debtor.

     

        “Indemnified Party” shall have the
meaning set forth in Section 5.7.

     

        “Indemnifying Party” shall have
the meaning set forth in Section 5.7.

     

        “Intellectual Property” means
patents, copyrights, trademarks, applications for any of the foregoing, and
trade secrets.

     

        “Gaeawave Share” shall mean the
shares of GAEAWAVE’s Ringgit Malaysia One (MYR1.00) par value per share common
stock.

     

        “Gaeawave Loss” shall have the
meaning set forth in Section 5.3.

     

        “Investments” shall mean, with
respect to any Person, all advances, loans or extensions of credit to any other
Person (except for extensions of credit to customers in the ordinary course of
business), all purchases or commitments to purchase any stock, bonds, notes,
debentures or other securities of any other Person, and any other investment in
any other Person, including partnerships or joint ventures (whether by capital
contribution or otherwise) or other similar arrangement (whether written or
oral) with any Person, including, but not limited to, arrangements in which (i)
the first Person shares profits and losses of the other Person, (ii) any such
other Person has the right to obligate or bind the first Person to any third
party, or (iii) the first Person may be wholly or partially liable for the debts
or obligations of such partnership, joint venture or other entity.

     

        “Knowledge” shall mean, in the
case of any Person who is an individual, knowledge that a reasonable individual
under similar circumstances would have after such reasonable investigation and
inquiry as such reasonable individual would under such similar circumstances
make, and in the case of a Person other than an individual, the knowledge that a
senior officer,  director or manager of such Person, or any other
Person having responsibility for the particular subject matter at issue of such
Person, would have after such reasonable investigation and inquiry as such
senior officer, director, manager or responsible Person would under such similar
circumstances make.

     

        “Law” and “Laws” shall mean any federal, state, local or
foreign statute, law, ordinance, regulation, rule, code, order or other
requirement or rule of law.

     

        “Liabilities” shall mean any
direct or indirect indebtedness, liability, claim, loss, damage, deficiency,
obligation or responsibility, fixed or unfixed, choate or inchoate, liquidated
or unliquidated, secured or unsecured, accrued, absolute, contingent or
otherwise, including, without limitation, liabilities on account of taxes, other
governmental charges or Litigation, whether or not of a kind required by GAAP to
be set forth on a financial statement.

     

        “Litigation” shall mean any
actions, suits, investigations, claims or proceedings.

     

        “Material Adverse Effect” shall
mean any event or condition of any character which has had or could reasonably
be expected to have a material adverse effect on the condition

     

     

    


    


    


    


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    (financial
or otherwise), results of operations, assets, liabilities, properties, or
business of the Company or GAEAWAVE, as applicable.

     

        “Periodic Reports” shall mean the Forms 10-KSB,
10-K, 10-QSB, 10Q, 8-K, and other Commission filings required by the Securities
Exchange Act of 1934, as amended and Securities Act of 1933, as amended, which
have been filed by the Company with the Commission for the period beginning on
January 1, 2007 and ending at the Closing Date.

     

        “Person” shall mean any natural
person, corporation, unincorporated organization, partnership, association,
limited liability company, joint stock company, joint venture, trust or
government, or any agency or political subdivision of any government or any
other entity.

     

        “Rescission” and “Rescission Notice” shall have the meanings as
ascribed to in Section 6.7 of this Agreement.

     

        “Securities Act” shall mean the Securities Act of
1933, as amended.

     

        “Series D Preferred Stock” shall
mean the shares of preferred stock of the Company with a par value of $0.001 per
share containing the rights and preferences thereof as set forth on Exhibit A to
this Agreement.

     

        “Spin-off” means the
deconsolidation of a Subsidiary or Affiliate company of the Company whereas such
Subsidiary or Affiliate company is disposed off through the arrangement of
pro-rata distribution to existing shareholders of the Company.

     

        “Subsidiary” of any Person shall
mean any Person, whether or not capitalized, in which such Person owns, directly
or indirectly, an equity interest of more than fifty percent (50%), or which may
effectively be controlled, directly or indirectly, by such Person.

     

        “Tax” and “Taxes” shall mean (i) all income, excise, gross
receipts, ad valorem, sales, use, employment, franchise, profits, gains,
property, transfer, payroll, withholding, severance, occupation, social
security, unemployment compensation, alternative minimum, value added,
intangibles or other taxes, fees, stamp taxes, duties, charges, levies or
assessments of any kind whatsoever (whether payable directly or by withholding),
together with any interest and any penalties, fines, additions to tax or
additional amounts imposed by any governmental or regulatory authority with
respect thereto, (ii) any liability for the payment of any amounts of the type
described in (i) as a result of being a member of a consolidated, combined,
unitary or aggregate group for any Taxable period, and (iii) any liability for
the payment of any amounts of the type described in (i) or (ii) as a result of
being a transferee or successor to any person or as a result of any express or
implied obligation to indemnify any other Person.

     

        “Tax Returns” shall mean returns,
declarations, reports, claims for refund, information returns or other documents
(including any related or supporting schedules, statements or information) filed
or required to be filed in connection with the determination, assessment or
collection of any Taxes of any party or the administration of any laws,
regulations or administrative requirements relating to any Taxes.

     

        “Termination Date” shall have the
meaning set forth in Section 6.6.

    


    


    


    


    


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        “Trademarks” means trademarks,
service marks, trade names, Internet domain names, designs, slogans, and general
intangibles of like nature.

     

        The words
“hereof”, “herein” and “hereunder” and the words of similar import shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement.  The terms defined in the singular shall have a comparable
meaning when used in the plural and vice versa.

    


    ARTICLE
II

    


    Transactions; Terms of Share
Exchange; Manner of Exchange

     

        2.1           Exchange of
Shares.  Subject to the terms and conditions of this Agreement,
at the Effective Time (as defined below):

     

            (a)     The Company
shall issue to TEY and CHAI an aggregate of 10,000,000 newly issued shares of
Series D Preferred Stock (the “Exchange Consideration”) in the names and
denominations as set forth on Schedule 2.1 hereto.

     

            (b)     TEY and CHAI
agree to deliver to the Company an original stock certificate or certificates
evidencing two million five hundred thousand (2,500,000) issued shares of
Gaeawave Shares valued at MYR1.00 each, representing 100% of the issued
and  fully paid up Gaeawave Shares. Further, TEY and CHAI agree to
provide appropriately executed transfer documents in favor of the Company, in
order to effectively vest in the Company all right, title and interest in and to
the Gaeawave Shares.

     

           (c)     The Exchange
shall be consummated pursuant to the terms of this Agreement, which has been
approved and adopted by the respective Board of Directors of the Company and
GAEAWAVE.

     

           (d)     The
securities issued by the Company in connection with this Share Exchange
Agreement are issued pursuant to the exemption from registration contained in
Regulation S of the Securities Act of 1933.

     

        2.2   Time and Place of
Closing.  The closing of the transactions contemplated hereby
(the “Closing”) will take place at 9:00 A.M. on the date following the
satisfaction or waiver of all conditions to the obligations of the Parties to
consummate the transactions contemplated hereby as set forth in Article VI
(other than conditions with respect to actions the respective parties will take
at the Closing itself) (the “Closing Date”). The Closing shall be held at Unit
506, Block D, Phileo Damansara 1, 9, Jalan 16/11, 46350, Petaling Jaya,
Malaysia, or such other place as may be mutually agreed upon by the parties. The
parties agree to take all necessary and prompt actions so as to complete the
Closing on or before September 30, 2009.

     

        2.3    Effective
Time.  The Exchange and other transactions contemplated by this
Agreement shall become effective on the Closing Date (the “Effective
Time”).

     

        2.4     Exchange of
Shares.  At the Closing, TEY and CHAI shall surrender each
certificate or certificates which represented 100% of the issued and fully paid
up shares of Gaeawave Shares immediately prior to the Closing Date (the
“Certificates”) and TEY and CHAI shall at the Effective Time receive in exchange
therefore the number of whole Exchange Consideration issuable (the number of
shares issuable to the respective stockholder shall be rounded up to the next
whole number).  The Company shall not be obligated to

    


    


    


    


    


    


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    deliver
the Exchange Consideration to which any of TEY and CHAI is entitled as a result
of the Exchange until TEY and CHAI surrender the Certificate or Certificates for
exchange as provided in this Section 2.4.  Any other provision of this
Agreement notwith­stand­ing, the Company shall not be liable to any of
TEY and CHAI for any amounts paid or property delivered in good faith to a
public official pursuant to any applicable abandoned property, escheat or
similar law.

     

        2.5     Legending of
Securities.  Each certificate for the Company Common Stock to
be issued to TEY and CHAI upon conversion of the shares of the Series D
Preferred Stock as part of the Exchange Consideration shall bear substantially
the following legend:

     

    "THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED OR SOLD IN


    THE
UNITED STATES OR TO U.S. PERSONS UNLESS THE SECURITIES ARE REGISTERED UNDER THE
ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS IS 

    AVAILABLE. 
FURTHER, HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE ACT.”

     

        2.6           Fractional
Shares.  Notwithstanding any other provision of this Agreement,
if any of TEY and CHAI would otherwise have been entitled to receive a fraction
of a share of the Company Common Stock (after taking into account all
certificates delivered by TEY and CHAI), the number of shares issuable to the
respective stockholder shall be rounded up to the next whole
number.

     

        2.7           Lost, Stolen or Destroyed
Certificates.  In the event that any Certificates shall have
been lost, stolen or destroyed, upon the making of an affidavit of that fact by
such stockholder of GAEAWAVE (setting forth the number Gaeawave Shares,
represented by such lost, stolen or destroyed Certificates), after reasonable
investigation by the Company to confirm ownership of such Certificate, which
shall be satisfactory to the Company, in the Company’s sole satisfaction, the
Company shall pay such stockholder of GAEAWAVE the Exchange Consideration to
which such stockholder is entitled.  Further, any stockholder
representing that there is a lost, stolen or destroyed Certificate shall agree
to indemnify and hold harmless the Company from and against any and all
liability, loss, damage and expense in connection with, or arising out of such
lost, stolen or destroyed Certificate.

    


    ARTICLE
III

    


    Representations and
Warranties of the
Company

     

        In order to
induce GAEAWAVE, TEY and CHAI to enter into this Agreement and to consummate the
transactions contemplated hereby, the Company makes the representations and
warranties set forth below to GAEAWAVE, TEY and CHAI.

     

        3.1           Organization.  The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada.  The Company is duly qualified
to transact business as a foreign corporation in all jurisdictions where the
ownership or leasing of its properties or the conduct of its business requires
such qualification except where the failure to so qualify would not have a
Material Adverse Effect on the Company.

    


    


    


    


    


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        3.2           Authorization;
Enforceability.  The execution, delivery and performance of
this Agreement by the Company and all other agreements to be executed, delivered
and performed by the Company pursuant to this Agreement (collectively, the
“Exchange Documents”) and the consummation by the Company of the transactions
contemplated hereby and thereby have been duly authorized by all requisite
corporate or individual action on the part of the Company.  This
Agreement and the Exchange Documents have been duly executed and delivered by
the Company, and constitute the legal, valid and binding obligation of the
Company, assuming the due authorization, execution and delivery of this
Agreement by GAEAWAVE, TEY and CHAI, enforceable in accordance with their
respective terms, except to the extent that their enforcement is limited by
bankruptcy, insolvency, reorganization or other laws relating to or affecting
the enforcement of creditors’ rights generally and by general principles of
equity.

     

        3.3           No Violation or
Conflict.  To the Knowledge of the Company, the execution,
delivery and performance of this Agreement and the Exchange Documents by the
Company, and the consummation by the Company of the transactions contemplated
hereby and thereby: (a) do not violate or conflict with any provision of law or
regulation (whether federal, state or local), or any writ, order or decree of
any court or governmental or regulatory authority, or any provision of the
Company’s Articles of Incorporation or Bylaws; and (b) do not and will not, with
or without the passage of time or the giving of notice, result in the breach of,
or constitute a default (or an event that with notice or lapse of time or both
would become a default), cause the acceleration of performance, give to others
any right of termination, amendment, acceleration or cancellation of or require
any consent under, or result in the creation of any lien, charge or encumbrance
upon any property or assets of the Company pursuant to any instrument or
agreement to which the Company is a party or by which the Company or its
properties may be bound or affected, other than instruments or agreements as to
which consent shall have been obtained at or prior to the Closing.

     

        3.4           Consents of Governmental
Authorities and Others.  To the Knowledge of the Company, other
than in connection with the provisions of the Nevada Revised Statutes, the
Exchange Act, and the Securities Act, no consent, approval, order or
authorization of, or registration, declaration, qualification or filing with any
federal, state or local governmental or regulatory authority, or any other
Person, is required to be made by the Company in connection with the execution,
delivery or performance of this Agreement by the Company or the consummation by
the Company of the transactions contemplated hereby, excluding the execution,
delivery and performance of this Agreement by GAEAWAVE, TEY and
CHAI.

     

        3.5           Conduct of
Business.  Since January 1st,
2009, the Company has conducted its business in the ordinary and usual course
consistent with past practices and there has not occurred any Material Adverse
Effect on the Company, except as has been previously notified in its Periodic
Reports filed with the United States Securities and Exchange Commission. Since
September 8th ,
2009, the Company has not (a) amended its Articles of Incorporation or Bylaws;
(b) redeemed, purchased or otherwise acquired, directly or indirectly, any
shares of its capital stock or any option, warrant or other right to purchase or
acquire any such capital stock;  (c) granted or made any mortgage or
pledge or subjected itself or any of its properties or assets to any lien,
charge or encumbrance of any kind;  (d) made or committed to make any
capital expenditures in excess of $100,000; (e) become subject to any
Guaranty;  (f) to the Knowledge of the Company, been named as a party
in any Litigation, or become the focus of any investigation by any government or
regulatory agency or authority;  (g) declared or paid any dividend or
other distribution with respect to its capital

    


    


    


    


    


    


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    stock;
or  (h) to the Knowledge of the Company, experienced any other event
or condition of any character which has had, or could reasonably be expected to
have, a Material Adverse Effect on the Company.

     

        3.6           Litigation.  As
of the date of filing of the 10K for the period ended June 30, 2009, there was
no Litigation pending or, to the Knowledge of the Company, threatened before any
court or by or before any governmental or regulatory authority or arbitrator,
(a) affecting the Company (as plaintiff or defendant) or (b) against the Company
relating to the Company Common Stock or the transactions contemplated by this
Agreement.

     

        3.7           Brokers.  The
Company has not employed any broker or finder, nor has it nor will it incur,
directly or indirectly, any broker’s, finder’s, investment banking or similar
fees, commissions or expenses in connection with the transactions contemplated
by this Agreement or the Exchange Documents.

     

        3.8           Compliance.  To
the Knowledge of the Company, the Company is in compliance with all federal,
state, local and foreign laws, ordinances, regulations, judgments, rulings,
orders and other requirements applicable to the Company and its assets and
properties.  To the Knowledge of the Company, the Company is not
subject to any judicial, governmental or administrative inquiry, investigation,
order, judgment or decree.

     

        3.9           Charter, Bylaws and
Corporate Records.  GAEAWAVE, TEY and CHAI have been provided
with true, correct and complete copies of (a) the Articles of Incorporation of
the Company, as amended and in effect on the date hereof, (b) the Bylaws of the
Company, as amended and in effect on the date hereof, (c) the minute books of
the Company (containing all corporate proceedings from the date of
incorporation) and (d) all reports filed with the United States Securities and
Exchange Commission.  Such minute books contain accurate records of
all meetings and other corporate actions of the board of directors, committees
of the board of directors, incorporators and shareholders of the Company from
the date of their incorporation to the date hereof which were memorialized in
writing.

     

        3.10    Subsidiaries.  The Company has the
following Subsidiaries and Investmests:  

     

           .    Asia Payment
Systems (HK) Ltd. (formerly Asian Alliance Ventures (HK) Ltd.), incorporated
under the Company Ordinance of Hong Kong.

     

           .    Cardtrend,
Inc., incorporated in the State of Nevada, USA.

     

           .   Global
Uplink, Inc., incorporated in the State of Nevada, USA.

     

           .    Asia Payment
Systems Pte. Ltd., incorporated under the Company Ordinance of
Singapore

     

           .    Asia Payment
System (China) Co., Ltd., incorporated under the Company Ordinance of
China

     

           .    Interpay
International Group Ltd., incorporated in the British Virgin Islands, and its
subsidiaries and associated companies in the British Virgin Islands, Malaysia,
and Singapore.

    


    


    


    


    


    


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            .    Cardtrend
Systems Sdn. Bhd., incorporated in Malaysia.

     

        3.11           Capitalization.  As
of the date of this Agreement, the authorized capital stock of the Company
consists of (a) 1,500,000,000 shares of common stock, $0.001 par value per share
(“Company Common Stock”), of which as of the date of this Agreement, about
844,000,000 shares of Company Common Stock are issued and outstanding and (b)
10,000,000 shares of preferred stock, $0.001 par value per share (“Series D
Preferred Stock”), of which as of the date of this Agreement, none of the shares
of Series D Preferred Stock is issued and outstanding. All shares of outstanding
Company Common Stock have been duly authorized, are validly issued and
outstanding, and are fully paid and non-assessable.

     

        3.12           Rights, Warrants,
Options.  Except as disclosed in the Periodic Reports, latest
being the Form 10Q filed for the quarterly period ended June 30, 2009 filed on
August 20th ,
2009, and the settlement of salaries owing to the staff and the loans to the
directors, estimated to about one hundred million shares of the Company’s common
stock after the date of this Agreement and before the Closing, there will be no
outstanding (a) securities or instruments convertible into or exercisable for
any of the capital stock or other equity interests of the Company; (b) options,
warrants, subscriptions, puts, calls, or other rights to acquire capital stock
or other equity interests of the Company; or (c) commitments, agreements or
understandings of any kind, including employee benefit arrangements, relating to
the issuance or repurchase by the Company of any capital stock or other equity
interests of the Company, or any instruments convertible or exercisable for any
such securities or any options, warrants or rights to acquire such
securities.

     

        3.13           Commission Filings and
Financial Statements.  All of the Periodic Reports and other
filings required to be filed by the Company have been filed with the Commission
for the periods indicated in the definition of Periodic Reports, and as of the
date filed, each of the Periodic Reports were true, accurate and complete in all
material respects and did not omit to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading.  The financial statements included in the Periodic Reports
of the Company: (a) have been prepared in accordance with the books of account
and records of the Company; (b) fairly present, and are true, correct and
complete statements in all material respects of the Company’s financial
condition and the results of its operations at the dates and for the periods
specified in those statements; and (c) have been prepared in accordance with
GAAP consistently applied with prior periods.

     

        3.14           Absence of Undisclosed
Liabilities.  Other than as disclosed by the Periodic Reports
and the financial statements of the Company included in the Periodic Reports,
the Company does not have any Liabilities. The Company has no Knowledge of any
circumstances, conditions, events or arrangements which may hereafter give rise
to any Liabilities of the Company.

     

        3.15           Real
Property.  The Company does not own any interest in real
property.  Except as disclosed in the Periodic Reports, the Company
does not lease, sublease, or have any other contractual interest in any real
property.

     

        3.16           Benefit Plans and
Agreements.  Except as disclosed in the Periodic Reports, the
Company is not a party to any Benefit Plan (as defined in Section 4.17) or
employment

    


    


    


    


    


    


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    agreement
under which the Company currently has an obligation to provide benefits to any
current or former employee, officer,  director, consultant or advisor
of the Company.

     

        3.17   Taxes.

     

            (a)    Neither
the Company nor any Person on behalf of or with respect to the Company has
executed or filed any agreements or waivers extending any statute of limitations
on or extending the period for the assessment or collection of any
Tax.  No power of attorney on behalf of the Company with respect to
any Tax matter is currently in force.

     

            (b)   The
Company is not a party to any Tax-sharing agreement or similar arrangement with
any other party (whether or not written), and the Company has not assumed any
Tax obligations of, or with respect to any transaction relating to, any other
Person, or agreed to indemnify any other Person with respect to any
Tax.

     

            (c)    No Tax
Return concerning or relating to the Company or its operations has ever been
audited by a government or taxing authority, nor is any such audit in process or
pending, and the Company has not been notified of any request for such an audit
or other examination. To the Knowledge of the Company, no claim has been made by
a taxing authority in a jurisdiction where Tax Returns concerning or relating to
the Company, or its operations, has not been filed, that it is or may be subject
to taxation by that jurisdiction.

     

            (d)   The
Company has never been included in any consolidated, combined, or unitary Tax
Return.

     

            (e)   The
Company has not (i) agreed to or is required to make any adjustments pursuant to
Section 481(a) of the Code or any similar provision of state, or local law by
reason of a change in accounting method initiated by the Company, and the
Company has no Knowledge that the Internal Revenue Service (“IRS”) has proposed
any such adjustment or change in accounting method, or has any application
pending with any taxing authority requesting permission for any changes in
accounting methods that relate to the business or operations of the Company,
(ii) executed or entered into a closing agreement pursuant to Section 7121 of
the Code or any predecessor provision thereof or any similar provision of state,
local or foreign law with respect to the Company or (iii) requested any
extension of time within which to file any Tax Return concerning or relating to
the Company or its operations

     

            (f)   To the
Knowledge of the Company, no property owned by the Company is (i) property
required to be treated as being owned by another Person pursuant to the
provisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended
and in effect immediately prior to the enactment of the Tax Reform Act of 1986,
(ii) constitutes “tax-exempt use property” within the meaning of Section
168(h)(1) of the Code or (iii) is “tax-exempt bond financed property” within the
meaning of Section 168(g) of the Code.

     

            (g)   The
Company is not subject to any private letter ruling of the IRS, or comparable
rulings of other taxing authorities.

     

            (h)   The
Company does not own any interest in any entity that is treated as a partnership
for U.S. federal income Tax purposes, or would be treated as a pass-through or
disregarded entity for any Tax purpose.

    


    


    


    


    


    


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           (i)   The
Company has not constituted either a “distributing corporation” or a “controlled
corporation” within the meaning of Section 355(a)(1)(A) of the Code in a
distribution qualifying for tax-free treatment under Section 355 of the Code (i)
in the two years prior to the date of this Agreement or (ii) in a distribution
that could otherwise constitute part of a “plan” or “series of transactions”
(within the meaning of Section 355(e) of the Code) in conjunction with this
Agreement.

     

           (j)   The
Company has no elections in effect for U.S. federal income Tax purposes under
Sections 108, 168, 441, 472, 1017, 1033 or 4977 of the Code.

     

        3.18   Environmental
Matters.  No real property used by the Company presently or in
the past has been used to manufacture, treat, store, or dispose of any hazardous
substance and such property is free of all such substances such that the
condition of the property is in compliance with applicable Environmental Laws
(as defined below). To the Knowledge of the Company, the Company is in
compliance with all laws, regulations and other federal, state or local
governmental requirements, and all applicable judgments, orders, writs, notices,
decrees, permits, licenses, approvals, consents or injunctions relating to the
generation, management, handling, transportation, treatment, disposal, storage,
delivery, discharge, release or emission of any waste, pollutant or toxic or
hazardous substance (including, without limitation, asbestos, radioactive
material and pesticides) (the “Environmental Laws”) applicable to the Company or
its business as a result of any hazardous substance utilized by the Company in
its businesses or otherwise placed at any of the facilities owned, leased or
operated by the Company, or in which the Company has a contractual
interest.  The Company has not received any complaint, notice, order,
or citation of any actual, threatened or alleged noncompliance by the Company
with any Environmental Laws, and to the Knowledge of the Company, there is no
Litigation pending or threatened against the Company with respect to any
violation or alleged violation of the Environmental Laws, and to the Company’s
Knowledge, there is no reasonable basis for the institution of any such
Litigation.

     

        3.19     Material
Agreements.  Except as disclosed in the Periodic Reports, the
Company has no other material written and oral contracts or agreements including
without limitation any: (i) contract resulting in a commitment or potential
commitment for expenditure or other obligation or potential obligation, or which
provides for the receipt or potential receipt, involving in excess of One
Hundred Thousand Dollars ($100,000.00) in any instance, or series of related
contracts that in the aggregate give rise to rights or obligations exceeding
such amount; (ii) indenture, mortgage, promissory note, loan agreement,
guarantee or other agreement or commitment for the borrowing or lending of money
or encumbrance of assets involving more than One Hundred Thousand Dollars
($100,000.00) in each instance; (iii) agreement which restricts the Company from
engaging in any line of business or from competing with any other Person; or
(iv) any other contract, agreement, instrument, arrangement or commitment that
is material to the condition (financial or otherwise), results of operation,
assets, properties, liabilities, or business of the Company (collectively, and
together with the employment agreements, Employee Benefit Plans and all other
agreements required to be disclosed on any Schedule to this Agreement, the
“Material Company Agreements”).

     

        3.20   Disclosure.  No
representation or warranty of the Company contained in this Agreement, and no
statement, report, or certificate furnished by or on behalf of the Company to
GAEAWAVE, TEY and CHAI pursuant hereto or in connection with the
transactions

    


    


    


    


    


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    contemplated
hereby, contains any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements contained herein or
therein not misleading or omits to state a material fact necessary in order to
provide GAEAWAVE, TEY and CHAI with full and proper information as to the
business, financial condition, assets, liabilities, and results of operation of
the Company and the value of the properties or the ownership of the
Company.

    


    ARTICLE
IV

    Representations and
Warranties of GAEAWAVE, TEY and
CHAI

    


    In order to induce the Company to enter
into this Agreement and to consummate the transactions contemplated hereby,
GAEAWAVE, TEY and CHAI make the representations and warranties set forth below
to the Company.

     

     

        4.1   Organization.  GAEAWAVE
is company duly organized, validly existing and in good standing under the laws
of Malaysia.  GAEAWAVE is duly qualified to transact business in
Malaysia.

     

        4.2   Authorization;
Enforceability. GAEAWAVE, TEY and CHAI each has the capacity to execute,
deliver and perform this Agreement.  This Agreement and all other
documents executed and delivered by GAEAWAVE, TEY and CHAI pursuant to this
Agreement have been duly executed and delivered and constitute the legal, valid
and binding obligations of GAEAWAVE, TEY and CHAI, assuming the due
authorization, execution and delivery of this Agreement by the Company,
enforceable in accordance with their respective terms, except to the extent that
their enforcement is limited by bankruptcy, insolvency, reorganization or other
laws relating to or affecting the enforcement of creditors’ rights generally and
by general principals of equity.

     

        4.3   No Violation or
Conflict.  To the Knowledge of GAEAWAVE, TEY and CHAI , the
execution, delivery and performance of this Agreement and the other documents
contemplated hereby by GAEAWAVE, TEY and CHAI respectively, and the consummation
by GAEAWAVE, TEY and CHAI of the transactions contemplated hereby: (a) do not
violate or conflict with any provision of law or regulation (whether federal,
state or local), or any writ, order or decree of any court or governmental or
regulatory authority, or any provision of GAEAWAVE’s memorandum and articles of
association; and (b) do not and will not, with or without the passage of time or
the giving of notice, result in the breach of, or constitute a default (or an
event that with notice or lapse of time or both would become a default), cause
the acceleration of performance, give to others any right of termination,
amendment, acceleration or cancellation of or require any consent under, or
result in the creation of any lien, charge or encumbrance upon any property or
assets of GAEAWAVE, as the case may be, pursuant to any instrument or agreement
to which GAEAWAVE is a party or by which GAEAWAVE or its properties may be bound
or affected, other than instruments or agreements as to which consent shall have
been obtained at or prior to the Closing.

     

        4.4   Consents of Governmental
Authorities and Others. GAEAWAVE has not obtained any consent in
connection with the provisions of the Malaysia Companies Act.  No
consent, approval or authorization of, or registration, qualification or filing
with any federal, state or local governmental or regulatory authority, or any
other Person, is required to be made by GAEAWAVE, TEY and CHAI in connection
with the execution, delivery or performance of this Agreement by GAEAWAVE, TEY
and CHAI or the consummation by

    


    


    


    


    


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    them of
the transactions contemplated hereby, including the execution, delivery and
performance of this Agreement by the Company.

     

        4.5   Litigation.  To
the Knowledge of GAEAWAVE, TEY and CHAI there is no Litigation pending or
threatened before any court or by or before any governmental or regulatory
authority or arbitrator (a) affecting GAEAWAVE as plaintiff or defendant or (b)
against GAEAWAVE relating to the Gaeawave Shares or the transactions
contemplated by this Agreement.

     

        4.6   Brokers.  GAEAWAVE,
TEY and CHAI has not employed any broker or finder, and has not incurred and
will not incur, directly or indirectly, any broker’s, finder’s, investment
banking or similar fees, commissions or expenses in connection with the
transactions contemplated by this Agreement or the Exchange
Documents.

     

        4.7   Compliance.  To
the Knowledge of GAEAWAVE, TEY and CHAI, GAEAWAVE is in compliance with all
federal, state, local and foreign laws, ordinances, regulations, judgments,
rulings, orders and other requirements applicable to GAEAWAVE and its assets and
properties, except where such noncompliance would not have a Material Adverse
Effect on GAEAWAVE.  To the Knowledge of CARDTEND, TEY and CHAI, it is
not subject to any judicial, governmental or administrative inquiry,
investigation, order, judgment or decree.

     

        4.8   Charter, Bylaws and
Corporate Records.  The Company has been provided with true,
correct and complete copies of (a) the memorandum and articles of association of
GAEAWAVE, as amended and in effect on the date hereof and (b) the minute books
of GAEAWAVE (containing all corporate proceedings from the date of
incorporation).  Such minute books contain accurate records of all
meetings and other corporate actions of the board of directors, committees of
the board of directors, incorporators and shareholders of GAEAWAVE,
respectively, from the date of its incorporation to the date hereof which were
memorialized in writing.

     

        4.9   Capitalization.  As
of the date of this Agreement, the authorized capital stock of GAEAWAVE consists
of five million (5,000,000) shares of ordinary shares with par value of Ringgit
Malaysia One (MYR1.00) per share, and on or before the contemplated Closing
Date, GAEAWAVE shall have issued and outstanding two million five hundred
thousand (2,500,000) ordinary shares at MYR1.00 each. On or before the
contemplated Closing Date, the outstanding ordinary shares of GAEAWAVE (the
“Gaeawave Shares”) shall constitute one hundred percent (100%) of the issued and
outstanding capital stock of GAEAWAVE and all of the outstanding Gaeawave Shares
shall have been duly authorized,  validly issued and outstanding, and
fully paid and non-assessable.  There are no dividends which have
accrued or been declared but are unpaid on the capital stock of
Gaeawave.

     

        4.10   Subsidiaries.  GAEAWAVE
does not have any subsidiary or investment in any corporation.

     

        4.11   Rights, Warrants,
Options. There are no outstanding: (a) securities or instruments
convertible into or exercisable for any of the capital stock or other equity
interests of GAEAWAVE; (b) options, warrants, subscriptions or other rights to
acquire capital stock or other equity interests of GAEAWAVE; or (c) commitments,
agreements or understandings of any kind, including employee benefit
arrangements, relating to the

    


    


    


    


    


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    issuance
or repurchase by GAEAWAVE of any capital stock or other equity interests of
GAEAWAVE, or any instruments convertible or exercisable for any such securities
or any options, warrants or rights to acquire such securities.

     

        4.12   Conduct of
Business.  Since January 1st, 2009, GAEAWAVE has conducted its
businesses in the ordinary and usual course consistent with past practices and
except as already disclosed in its financial statements and
reports  there has not occurred any Material Adverse Effect in the
condition (financial or otherwise), results of operations, properties, assets,
liabilities, or business of GAEAWAVE.  Since September 16th ,
GAEAWAVE has not (a) amended its memorandum and articles of association; (b)
issued, sold or authorized for issuance or sale, shares of any class of its
securities (including, but not limited to, by way of stock split or dividend) or
any subscriptions, options, warrants, rights or convertible securities or
entered into any agreements or commitments of any character obligating it to
issue or sell any such securities;  (c) redeemed, purchased or
otherwise acquired, directly or indirectly, any shares of its capital stock or
any option, warrant or other right to purchase or acquire any such capital
stock; (d) suffered any damage, destruction or loss, whether or not covered by
insurance, which has had or could reasonably be expected to have a Material
Adverse Effect on any of its properties, assets, or business; (e) granted or
made any mortgage or pledge or subjected itself or any of its properties or
assets to any lien, charge or encumbrance of any kind; (f) made or committed to
make any capital expenditures in excess of $100,000; (g) become subject to any
Guaranty; (h) granted any increase in the compensation payable or to become
payable to directors, officers or employees (including, without limitation, any
such increase pursuant to any severance package, bonus, pension, profit-sharing
or other plan or commitment); (i) entered into any agreement which would be a
material agreement, or amended or terminated any existing material agreement;
(j) to the Knowledge of GAEAWAVE, TEY and CHAI, been named as a party in any
Litigation, or become the focus of any investigation by any government or
regulatory agency or authority; (k) declared or paid any dividend or other
distribution with respect to its capital stock; or (l) to the Knowledge of
GAEAWAVE, TEY and CHAI , experienced any other event or condition of any
character which has had, or could reasonably be expected to have, a Material
Adverse Effect on GAEAWAVE.

    


        4.13   Taxes.

     

           (a)    All Taxes
payable by GAEAWAVE have been fully and timely paid or are fully provided
for.

     

           (b)   GAEAWAVE,
TEY and CHAI or any Person on behalf of or with respect to GAEAWAVE has not
executed or filed any agreements or waivers extending any statute of limitations
on or extending the period for the assessment or collection of any
Tax.  No power of attorney on behalf of GAEAWAVE with respect to any
Tax matter is currently in force.

     

           (c)   GAEAWAVE
is not a party to any Tax-sharing agreement or similar arrangement with any
other party (whether or not written), and neither GAEAWAVE has not assumed any
Tax obligations of, or with respect to any transaction relating to, any other
Person, or agreed to indemnify any other Person with respect to any
Tax.

     

           (d)   No Tax
Return concerning or relating to GAEAWAVE or its operations has ever been
audited by a government or taxing authority, nor is any such audit in process or
pending, and GAEAWAVE has been notified of any request for such an audit or
other

    


    


    


    


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    examination.
To the Knowledge of GAEAWAVE, TEY and CHAI, no claim has been made by a taxing
authority in a jurisdiction where Tax Returns concerning or relating to GAEAWAVE
or its operations have not been filed, that it is or may be subject to taxation
by that jurisdiction.

     

           (e)   GAEAWAVE
has never been included in any consolidated, combined, or unitary Tax
Return.

     

           (f)   To the
Knowledge of GAEAWAVE, TEY and CHAI, GAEAWAVE has complied in all material
respects with all applicable Laws relating to the payment and withholding of
Taxes, and has duly and timely withheld from employee salaries, wages and other
compensation, and has paid over to the appropriate taxing authorities, all
amounts required to be so withheld and paid over for all periods under all
applicable laws.

     

        4.14   Environmental
Matters.  No real property used by GAEAWAVE presently or in the
past has been used to manufacture, treat, store, or dispose of any hazardous
substance and such property is free of all such substances such that the
condition of the property is in compliance with applicable Environmental Laws.
To the Knowledge of GAEAWAVE, TEY and CHAI, GAEAWAVE is in compliance with all
Environmental Laws applicable to GAEAWAVE or its businesses as a result of any
hazardous substance utilized by GAEAWAVE in its businesses or otherwise placed
at any of the facilities owned, leased or operated by GAEAWAVE, or in which
GAEAWAVE has a contractual interest. GAEAWAVE has not received any complaint,
notice, order, or citation of any actual, threatened or alleged noncompliance by
GAEAWAVE, as the case may be, with any Environmental Laws, and to the Knowledge
of GAEAWAVE, there is no Litigation pending or threatened against GAEAWAVE with
respect to any violation or alleged violation of the Environmental Laws, and to
the Knowledge of GAEAWAVE, TEY and CHAI, there is no reasonable basis for the
institution of any such Litigation.

     

        4.15   Financial Statements.
The Financial Statements of GAEAWAVE (a) have been prepared in accordance with
the books of account and records of GAEAWAVE; (b) fairly present, and are true,
correct and complete statements in all material respects of GAEAWAVE’s financial
condition and the results of their operations at the dates and for the periods
specified in those statements; (c) have been prepared in accordance with general
acceptable accounting policies, consistently applied with prior periods; and (d)
have been adjusted for the periods ending December 31st,
2008 and August 31st,
2009 in accordance to  GAAP. GAEAWAVE will provide all financial
statements, including auditor's reports, for compliance with the applicable
statues and the regulations of the United States Securities and Exchange
Commission.

     

        4.16   Absence of Undisclosed
Liabilities.  Other than as disclosed in the Financial
Statements, GAEAWAVE has no Liabilities. None of GAEAWAVE, TEY and CHAI has any
Knowledge of any circumstances, conditions, events or arrangements which may
hereafter give rise to any Liabilities of GAEAWAVE.

     

        4.17   Employment Agreements;
Employee Benefit Plans and Employee Payments.  Other than the
normal employment contract and benefits generally practiced by GAEAWAVE,
GAEAWAVE is not a party to any bonus, pension, profit sharing, deferred
compensation, incentive compensation, stock ownership, stock purchase, phantom
stock, retirement, vacation, severance, disability, death benefit,
hospitalization, medical or other

    


    


    


    


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    plan,
arrangement or understanding (whether or not legally binding) under which
GAEAWAVE currently has an obligation to provide benefits to any current or
former employee, officer, director, consultant or advisor of GAEAWAVE
(collectively, “Benefit Plans”).

     

        4.18   Intellectual
Property.

     

           (a)   Schedule
4.18 contains a true and correct statement of all of the Intellectual Property
owned by GAEAWAVE, as well as licensing of use of its software to third parties
as at the date of this agreement.

     

           (b)    GAEAWAVE
has not interfered with, infringed upon, misappropriated, or otherwise come into
conflict with any intellectual property rights of third parties, and has
not  received any charge, complaint, claim, demand, or notice alleging
any such interference, infringement, misappropriation, or violation (including
any claim that GAEAWAVE must license or refrain from using any intellectual
property rights of any third party).  To the Knowledge of GAEAWAVE,
TEY and CHAI, no third party has interfered with, infringed upon,
misappropriated, or otherwise come into conflict with any of its Intellectual
Property rights.

     

           (c)   GAEAWAVE
has not granted any license, agreement, or other permission to any third party
with respect to any of its Intellectual Property, except as disclosed in
Schedule 4.18.

     

           (d)   With
respect to each item of Intellectual Property, GAEAWAVE possesses all right,
title, and interest in and to the Intellectual Property free and clear of any
security interest, license or other encumbrance, except as disclosed in Schedule
4.18.

     

           (e)   The
Intellectual Property is not subject to any outstanding injunction, judgment,
order, decree, ruling, or charge.

     

           (f)   No
action, suit, proceeding, hearing, investigation, charge, complaint, claim, or
demand is pending or is threatened which challenges the legality, validity,
enforceability, use, or ownership of the Intellectual Property.

     

           (g)   None of
GAEAWAVE, TEY and CHAI has agreed to indemnify any Person for or against any
interference, infringement, misappropriation, or other conflict with respect to
the Intellectual Property.

     

        4.19   Properties.  GAEAWAVE
has good, clear and marketable title to all the tangible properties and tangible
assets reflected in the Financial Statements as being owned by GAEAWAVE or
acquired after the date thereof which are, individually or in the aggregate,
material to GAEAWAVE’s businesses (except properties sold or otherwise disposed
of since the date thereof in the ordinary course of business), free and clear of
all material liens.

    


        4.20   Disclosure.  No
representation or warranty of CARDTRREND, TEY and CHAI  contained in
this Agreement, and no statement, report, or certificate furnished by or on
behalf of GAEAWAVE, TEY and CHAI to the Company pursuant hereto or in connection
with the transactions contemplated hereby, contains any untrue statement of a
material fact or

    


    


    


    


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    omits to
state a material fact necessary in order to make the statements contained herein
or therein not misleading or omits to state a material fact necessary in order
to provide the Company with full and proper information as to the business,
financial condition, assets, liabilities, or results of operation of GAEAWAVE
and the value of the properties or the ownership of GAEAWAVE.

     

        4.21   Representations and
Warranties. GAEAWAVE, TEY and CHAI further hereby represent and warrant
on their own behalf to the Company that:

     

           a.    They
understand  that the shares of COMPANY COMMON STOCK AND SERIES D
PREFERRED STOCK HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES AND NO
REGISTRATION STATEMENT HAS BEEN FILED WITH ANY REGULATORY AGENCY.

     

           b.    They are not
an underwriter and would be acquiring the shares of Company Common Stock solely
for investment for his or her own account and not with a view to, or for, resale
in connection with any distribution with in the meaning of the federal
securities act, the state securities acts or any other applicable state
securities acts.

     

           c.     They are not
a person in the United States of America and at the time the buy order was
originated, were outside the United States of America and are not a citizen of
the United States (a U.S. Person) as that term is defined in Reg. S of the
Securities Act of 1933 and was not formed by a U. S. person principally for the
purpose of investing in securities not registered under the Securities Act of
1933.

     

           d.    They
understand the speculative nature and risks of investments associated with the
Company, and confirm that the acquisition of the shares of Company Common Stock
would be suitable and consistent with their investment program and that their
financial position enables him or her to bear the risks of this
investment.

     

           e.    To the extent
that any federal, and/or state securities laws shall require, they hereby agree
that any securities acquired pursuant to this Agreement shall be without
preference as to assets.

     

           f.    The
certificate for shares of Company Common stock will contain a legend that
transfer is prohibited except in accordance with the provisions of Regulation
S.

     

           g.    They have had
the opportunity to ask questions of the Company and have received all
information from the Company to the extent that the Company possessed such
information, necessary to evaluate the merits and risks of any investment in the
Company.  Further, they acknowledges receipt of:  (1) all
material books, records and financial statements of the Company; (2) all
material contracts and documents relating to the proposed transaction; (3) all
documents and reports filed with the Commission;  and, (4) an
opportunity to question the appropriate executive officers or
partners.

     

           h.    They have
satisfied the suitability standards and securities laws imposed by the
government of Malaysia.

     

           i.    They have
adequate means of providing for their current needs and

    


    


    


    


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    personal
contingencies and have no need to sell the shares of Company Stock acquired in
the foreseeable future (that is at the time of the investment, they can afford
to hold the investment for an indefinite period of time).

     

           j.    They have
sufficient knowledge and experience in financial matters to evaluate the merits
and risks of this investment and further, are capable of reading and
interpreting financial statements.  Further, they are “sophisticated
investors” as that term is defined in applicable court cases and the rules,
regulations and decisions of the United States Securities and Exchange
Commission.

     

           k.    The offer and
sale of the shares of Company Common Stock referred to herein is being made
outside the United States within the meaning of and in full compliance with
Regulation S.

     

           l.    They are not
a U. S. person within the meaning of Regulation S and are not acquiring the
Shares for the account or benefit of any U. S. person.

     

           m.    They agree to
resell such shares of Company Common Stock only in accordance with the
provisions of Regulation S, pursuant to registration under the Securities Act of
1933, as amended, or pursuant to an available exemption from
registration.

    


    


    ARTICLE
V

    


    Additional
Agreements

     

        5.1   Survival of the
Representations and Warranties.  The representations and
warranties and covenants set forth in Article III and Article IV of this
Agreement shall survive the Closing until the expiration of twenty-four (24)
months from the Closing Date.  No claim for indemnity with respect to
breaches of representations and warranties may be brought by any party hereto,
other than a claim for fraud or intentional misrepresentation, after expiration
of the applicable survival period therefore as set forth in this Section
5.1.

     

        5.2   Investigation.  The
representations, warranties, covenants and agreements set forth in this
Agreement shall not be affected or diminished in any way by any investigation
(or failure to investigate) at any time by or on behalf of the party for whose
benefit such representations, warranties, covenants and agreements were
made.  All statements contained herein or in any schedule,
certificate, exhibit, list or other document required to be delivered pursuant
hereto, shall be deemed to be representations and warranties for purposes of
this Agreement; provided, that any knowledge or materiality qualifications
contained herein shall be applicable to such other documents.

     

        5.3   GAEAWAVE’s, TEY’s, and
CHAI’s Indemnification.  The Company agrees to indemnify and
hold harmless GAEAWAVE, TEY and CHAI  and each of GAEAWAVE’s
directors, officers, employees, Affiliates and agents (collectively known as
“Gaeawave Party”) from and against any loss, claim, liability, cost, expense or
other damages (including reasonable legal fees and expenses) (hereinafter known
as “an Gaeawave  Loss”) which is caused by or arises out of: (a) any
breach or default in the performance by the Company of any covenant or agreement
made by the Company in this Agreement; (b) any breach of any

    


    


    


    


    


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    representation
or warranty made by the Company in this Agreement; and (c) any and all
Litigation incident to any of the foregoing.

     

        5.4   Limitations on GAEAWAVE’s,
TEY’s, and CHAI’s Indemnification from the
Company.  Notwithstanding anything contained herein to the
contrary, the Gaeawave Party shall not be entitled to indemnification from the
Company for an Gaeawave Loss under the provisions of Section 5.3 hereof, unless
and until the aggregate amount of all Gaeawave Losses under Section 5.3 shall
have exceeded $5,000, in which event Gaeawave Party shall be entitled to such
indemnification from the Company for all of the Gaeawave Loss that exceeds
$5,000; provided, that the amount of any Gaeawave Loss for which indemnification
is provided under Section 5.3 hereof shall be net of any amounts recovered by
Gaeawave Party under insurance policies (if any) with respect to such Gaeawave
Loss from the Company.  Gaeawave Party shall in a timely fashion
submit a claim to its insurance carrier with respect to any Gaeawave Loss from
the Company for which the Company is obligated to provide indemnification to
Gaeawave Party hereunder.  Indemnification from the Company shall be
limited to US$100,000.

     

        5.5   The Company’s
Indemnification.  GAEAWAVE, TEY and CHAI, jointly and
severally, agree to indemnify and hold harmless the Company, and each of its
current and former directors, officers, employees, Affiliates and agents
(hereinafter known as “Mezabay Party”) from and against any loss, claim,
liability, cost, expense or other damages (including reasonable legal fees and
expenses) (a “Company Loss”) which is caused by or arises out of: (a) any breach
or default in the performance by GAEAWAVE, TEY and CHAI of any covenant or
agreement made by GAEAWAVE, TEY and CHAI  in this Agreement; (b) any
breach of any representation or warranty made by GAEAWAVE, TEY and/or CHAI in
this Agreement; and (c) any and all Litigation incident to any of the
foregoing.


        5.6   Limitations on the Company’s
Indemnification.  Notwithstanding anything contained herein to
the contrary, the Company shall not be entitled to indemnification for a Company
Loss under the provisions of Section 5.5 hereof, unless and until the aggregate
amount of all Company Losses under Section 5.5 shall have exceeded $5,000, in
which event the Company shall be entitled to such indemnification from GAEAWAVE,
TEY and CHAI for all Company Losses that exceeds $5,000; provided, that the
amount of any Company Losses for which indemnification is provided under Section
5.5 hereof shall be net of any amounts recovered by the Company under insurance
policies (if any) with respect to such Company Loss.  The Company
shall in a timely fashion submit a claim to its insurance carrier with respect
to any Company Losses for which GAEAWAVE, TEY and CHAI are obligated to provide
indemnification to the Company hereunder.  Indemnification from
GAEAWAVE, TEY and CHAI shall be limited to US$100,000.

     

        5.7   Indemnity
Procedure.  A party or parties hereto agreeing to be
responsible for or to indemnify against any matter pursuant to this Agreement is
referred to herein as the “Indemnifying Party” and the other party or parties
claiming indemnity is referred to as the “Indemnified Party”.

     

           (a)    An
Indemnified Party under this Agreement shall, with respect to claims asserted
against such party by any third party, give written notice to the Indemnifying
Party of any liability which might give rise to a claim for indemnity under this
Agreement within thirty (30) calendar days of the receipt of any written claim
from any such third party, but not later than twenty (20) days prior to the date
any answer or responsive pleading is due, and

    


    


    


    


    


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    with
respect to other matters for which the Indemnified Party may seek
indemnification, give prompt written notice to the Indemnifying Party of any
liability which might give rise to a claim for indemnity; provided, however,
that any failure to give such notice will not waive any rights of the
Indemnified Party except to the extent the rights of the Indemnifying Party are
materially prejudiced.

     

           (b)    The
Indemnifying Party shall have the right, at its election, to take over the
defense or settlement of such claim by giving written notice to the Indemnified
Party at least fifteen (15) days prior to the time when an answer or other
responsive pleading or notice with respect thereto is required.  If
the Indemnifying Party makes such election, it may conduct the defense of such
claim through counsel of its choosing (subject to the Indemnified Party’s
approval of such counsel, which approval shall not be unreasonably withheld),
shall be solely responsible for the expenses of such defense and shall be bound
by the results of its defense or settlement of the claim.  The
Indemnifying Party shall not settle any such claim without prior notice to and
consultation with the Indemnified Party, and no such settlement involving any
equitable relief or which might have an adverse effect on the Indemnified Party
may be agreed to without the written consent of the Indemnified Party (which
consent shall not be unreasonably withheld).  So long as the
Indemnifying Party is diligently contesting any such claim in good faith, the
Indemnified Party may pay or settle such claim only at its own expense and the
Indemnifying Party will not be responsible for the fees of separate legal
counsel to the Indemnified Party, unless the named parties to any proceeding
include both parties and representation of both parties by the same counsel
would be inappropriate.  If the Indemnifying Party does not make such
election, or having made such election does not, in the reasonable opinion of
the Indemnified Party, proceed diligently to defend such claim, then the
Indemnified Party may (after written notice to the Indemnifying Party), at the
expense of the Indemnifying Party, elect to take over the defense of and proceed
to handle such claim in its discretion and the Indemnifying Party shall be bound
by any defense or settlement that the Indemnified Party may make in good faith
with respect to such claim.  In connection therewith, the Indemnifying
Party will fully cooperate with the Indemnified Party should the Indemnified
Party elect to take over the defense of any such claim.

    


           (c)    The parties
agree to cooperate in defending such third party claims and the Indemnified
Party shall provide such cooperation and such access to its books, records and
properties as the Indemnifying Party shall reasonably request with respect to
any matter for which indemnification is sought hereunder; and the parties hereto
agree to cooperate with each other in order to ensure the proper and adequate
defense thereof.

     

           (d)    With regard
to claims of third parties for which indemnification is payable hereunder, such
indemnification shall be paid by the Indemnifying Party upon the earlier to
occur of:  (i) the entry of a judgment against the Indemnified Party
and the expiration of any applicable appeal period, or if earlier, five (5) days
prior to the date that the judgment creditor has the right to execute the
judgment; (ii) the entry of an unappealable judgment or final appellate decision
against the Indemnified Party; or (iii) a settlement of the
claim.  Notwithstanding the foregoing, provided that there is no
dispute as to the applicability of indemnification, the reasonable expenses of
counsel to the Indemnified Party shall be reimbursed on a current basis by the
Indemnifying Party if such expenses are a liability of the Indemnifying
Party.  With regard to other claims for which indemnification is
payable hereunder, such indemnification shall be paid promptly by the
Indemnifying Party upon demand by the Indemnified Party.

    


    


    


    


    


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    ARTICLE
VI

    Closing; Deliveries;
Conditions Precedent

     

        6.1   Closing;
Effective Date.  All proceedings taken and all
documents  executed at the Closing shall be deemed to have been taken,
delivered and executed simultaneously, and no proceeding shall be deemed taken
nor documents deemed executed or delivered until all have been taken, delivered
and executed.

     

        6.2    Deliveries.

     

           6.2.1    At Closing, the Company shall deliver the
following documents to TEY and CHAI.

     

           (a)     consent
minutes from the Board of Directors of the Company confirming the appointment of
TEY YONG QING holding Malaysian I/C Card Number 840623-07-5685 of 110, Taman
Perdana, Jalan Bakri, 84000, Muar, Johor, Malaysia], SHOON HAU TSIN holding
Malaysian I/C Card Number 790515-14-5153 of 30, Jalan SS20/18, Damansara Utama,
47400, Petaling Jaya, Selangor, Malaysia, FAN FOO MIN holding Malaysian I/C Card
Number 750619-01-5103 of 21, Jalan  Perdana 2/4, Pandan Perdana, 55300,
Kuala Lumpur, Malaysia and THUM MAY YIM holding Malaysian I/C Card Number
631223-08-5234 of No.59-1, Jalan 35/26, Block E, Rampai Court, Setapak, 53300
Kuala Lumpur, Malaysia, as Directors of the Company with effect from the Closing
Date; and;

     

           (b)    the certificates representing the
Exchange Consideration;

    
       

             (c)    certificates,
dated the Closing Date, of an officer of the Company setting forth that
authorizing resolutions were adopted by the Company’’s Board of Directors
approving the terms and conditions of this Agreement and the other documents
contemplated hereby and the transactions contemplated hereby and thereby;
and

       

             (d)    the
resignation notices of all the directors and officers as referred to in Section
6.3(d).

       

             6.2.2    At Closing,
GAEAWAVE, TEY and CHAI shall deliver the following documents to the
Company:

       

             (a)    the
certificates representing 100% of the outstanding Gaeawave Shares to be
delivered to the Company duly endorsed by all the directors of
GAEAWAVE;

       

             (b)    a certificate
each from the Registrar of Companies of Malaysia, certified by the Company
Secretary of GAEAWAVE, as of a recent date, as to the good standing of the
company and certifying its Memorandum and Articles of Association;

       

             (c)    certificates,
dated the Closing Date, of the Company Secretary of GAEAWAVE setting forth that
authorizing resolutions were adopted by

      


       

       

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      GAEAWAVE’s
Board of Directors approving the terms and conditions of this Agreement and the
other documents contemplated hereby and the transactions contemplated hereby and
thereby;

       

             (d)    the Financial Statements;

       

             (e)     the
certificates referred to in Section 6.4(d).

       

          6.3           Conditions Precedent to the
Obligations of GAEAWAVE, TEY and CHAI.  Each and every
obligation of  to consummate the transactions described in this
Agreement and any and all liability of GAEAWAVE, TEY and CHAI to the Company
shall be subject to the following conditions precedent:

       

          (a)   Representations and
Warranties True.  Each of the representations and warranties of
the Company contained herein or in any certificate or other document delivered
pursuant to this Agreement or in connection with the transactions contemplated
hereby shall be true and correct in all material respects as of the Closing Date
with the same force and effect as though made on and as of such
date.

       

          (b)   Performance.  The
Company shall have performed and complied in all material respects with all of
the agreements, covenants and obligations required under this Agreement to be
performed or complied with by them on or prior to the Closing Date.

       

          (c)   No Material Adverse
Change.  Except as expressly permitted or contemplated by this
Agreement, no event or condition shall have occurred which has adversely
affected or may adversely affect in any respect the condition (financial or
otherwise) of the Company between the date of execution of this Agreement and
the Closing Date.

       

          (d)   Resignations of Directors
and Officers.  The Company shall have delivered to TEY and CHAI
the resignation notices of all the existing directors and officers dated the
date of Closing.

       

          (e)   Appointment. TEY YONG
QING, SHOON HAU TSIN, FAN FOO MIN and THUM MAY YIM shall have been appointed as
directors of the Company.

       

       

          (f)   Consents.  The
Company shall have obtained all authorizations, consents, waivers and approvals
as may be required to consummate the transactions contemated by this
Agreement.

    

     

        (g)   Due Diligence
Review.   GAEAWAVE, TEY and CHAI shall have completed
their due diligence investigation of the Company to their satisfaction, in their
sole and absolute discretion.

     

        6.4   Conditions Precedent to the
Obligations of the Company.  Each and every obligation of the
Company to consummate the transactions described in this Agreement and any and
all liability of the Company to GAEAWAVE, TEY and CHAI shall be subject to the
fulfillment of the following conditions precedent:

     

        (a)   Representations and
Warranties True.  Each of the representations and warranties of
GAEAWAVE, TEY and CHAI contained herein or in any certificate or
other

    


    


    


    


    


    


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    document
delivered pursuant to this Agreement or in connection with the transactions
contemplated hereby shall be true and correct in all material respects as of the
Closing Date with the same force and effect as though made on and as of such
date.

     

        (b)   Performance.  GAEAWAVE,
TEY and CHAI shall have performed and complied in all material respects with all
of the agreements, covenants and obligations required under this Agreement to be
performed or complied with by it on or prior to the Closing Date.

     

        (c)   No Material Adverse
Change.  Except as expressly permitted or contemplated by this
Agreement, no event or condition shall have occurred which has adversely
affected or may adversely affect in any respect the condition (financial or
otherwise) of GAEAWAVE between the date of execution of this Agreement and the
Closing Date.

     

        (d)   TEY and CHAI
Undertaking.  TEY and CHAI hereby undertake that they shall
cause the directors appointed pursuant to Section 6.3 (d) above to approve the
Spin-off of Payment Business Solutions Sdn. Bhd. (“PBS”) and all the existing
Subsidiaries and Affiliate companies of the Company, which are being
re-structured under PBS, as soon as practicable after the Closing but shall not
be later than seven (7) days after the Closing.

     

        (e)   Consents. GAEAWAVE,
TEY and CHAI shall have obtained all authorizations, consents, waivers and
approvals as may be required to consummate the transactions contemplated by this
Agreement, including but not limited to those with respect to any material
agreement entered into by, and licenses granted to, GAEAWAVE.

     

        (f)   Due Diligence
Review.  The Company shall have completed its due diligence
investigation of GAEAWAVE to its satisfaction, in its sole and absolute
discretion.

     

        (g)   Consolidated Financial
Statements. GAEAWAVE, TEY and CHAI shall have delivered to the Company
GAEAWAVE’s audited consolidated balance sheets, statement of operations, changes
in stockholders equity and cash flow as of and for the fiscal year ended
December 31st, 2008 and audited financial statements as at  August
31st,
2009 or later.  The financial statements described above in this
Section 6.4(g) shall: (a) have been prepared in accordance with the books of
account and records of GAEAWAVE; (b) fairly present, and are true, correct and
complete statements in all material respects of GAEAWAVE’s financial condition
and the results of its operations at the dates and for the periods specified in
those statements; and (c) have been prepared in accordance
with  accounting principles acceptable to the Company consistently
applied with prior periods and with adjustments made in accordance to
GAAP.

     

        6.5   Best
Efforts.  Subject to the terms and conditions provided in this
Agreement, each of the parties shall use their respective best efforts in good
faith to take or cause to be taken as promptly as practicable all reasonable
actions that are within its power to cause to be fulfilled those of the
conditions precedent to its obligations or the obligations of the other parties
to consummate the transactions contemplated by this Agreement that are dependent
upon its actions, including obtaining all necessary consents, authorizations,
orders, approvals and waivers.

     

        6.6   Termination.  This
Agreement and the transactions contemplated hereby may be terminated (a) at any
time by the mutual consent of the parties hereto; (b) TEY and CHAI jointly or by
the Company, if the Closing has not occurred on or prior to September 19th

    


    


    


    


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    2009
(such date of termination being referred to herein as the “Termination Date”),
provided the failure of the Closing to occur by such date is not the result of
the failure of the party seeking to terminate this Agreement to perform or
fulfill any of its obligations hereunder; (c) by TEY and CHAI jointly or
severally  at any time at or prior to Closing in their or individual’s
sole discretion if (i) any of the representations or warranties of the Company
in this Agreement are not in all material respects true, accurate and complete
or if the Company breaches in any material respect any covenant contained in
this Agreement, provided that such misrepresentation or breach is not cured
within ten (10) business days after notice thereof, but in any event prior to
the Termination Date or (ii) any of the conditions precedent to the Company’s
obligations to conduct the Closing have not been satisfied by the date required
thereof; or (d) by the Company at any time at or prior to Closing in its sole
discretion if (i) any of the representations or warranties of GAEAWAVE, TEY and
CHAI in this Agreement are not in all material respects true, accurate and
complete or if GAEAWAVE, TEY and/or CHAIT breaches in any material respect any
covenant contained in this Agreement, provided that such misrepresentation or
breach is not cured within ten (10) business days after notice thereof, but in
any event prior to the Termination Date or (ii) any of the conditions precedent
to GAEAWAVE’s, TEY’S and/or CHAI’s,  obligations to conduct the
Closing have not been satisfied by the date required thereof.  If this
Agreement is terminated pursuant to this Section 6.6, written notice thereof
shall promptly be given by the party electing such termination to the other
party and, subject to the expiration of the cure periods provided in clauses (c)
and (d) above, if any, this Agreement shall terminate without further actions by
the parties and no party shall have any further obligations under this
Agreement.  Notwithstanding the preceding sentence, the respective
indemnification obligations of the parties under Article V shall survive the
termination of this Agreement.

     

        6.7   Rescission. Not
withstanding Section 6.6 above and the Closing, either party shall be entitled
to immediately rescind the transactions contemplated and completed hereby
(“hereinafter referred to as the “Rescission”) within two (2) months from the
Closing Date if, at any time during such period, a party discovers that any of
the representations or warranties of the other party in this Agreement are not
in all material respects true, accurate and complete or if the other party
breaches in any material respect any covenant contained in this Agreement, and
that the Rescission shall be deemed effective upon a written notice
(“hereinafter referred to as the “Rescission Notice”) sent promptly to the other
party by the party which elects such Rescission. In the event of the Rescission,
the following shall be effectuated or deemed effectuated automatically: (i) Ng
King Kau and/or other directors who have resigned upon the Closing shall be
re-appointed as director(s) of the Company; (ii) all the persons appointed as
directors of the Company pursuant to Section 6.3 (e) shall resign as directors
of the Company immediately after Ng King Kau has been re-appointed as a director
of the Company; (iii) all the persons who are appointed as officers subsequent
to the Closing Date shall resign from the respective positions and any
employment contract, if executed, shall be terminated automatically on the date
of the Rescission Notice and Ng King Kau and Wong Chee Leong shall be
re-appointed as the Chief Executive Officer and Chief Financial Officer of the
Company, respectively, immediately thereafter; (iv) all shares of the Series D
Preferred Stock issued pursuant to this Agreement shall be automatically
rescinded on the date of the Rescission Notice; (v) all shares of the Company
Common Stock pursuant to the conversion of the any share of the Series D
Preferred Stock shall be automatically rescinded on the date of the Rescission
Notice; (vi) all the certificates representing 100% of the outstanding Gaeawave
Shares delivered to the Company pursuant to Section 6.2.2 (a) by TEY and CHAI,
if they have not been transferred to the name of the Company, shall be returned
to TEY and CHAI respectively, and if the transfer of such shares to the name of
the

    


    


    


    


    


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    Company
have been effectuated, Gaeawave shall immediately transfer such shares to TEY
and CHAI in the original proportion previously held by them respectively; (vii)
all other corporate documents of the Company that have been given to TEY and
CHAI shall be returned to the  Company within five (5) days from the
date of Rescission Notice; and (viii) all other corporate documents of Gaeawave
that have been given to the Company shall be returned to Gaeawave within five
(5) days from the date of Rescission Notice. Upon the issuance of the Rescission
Notice, other than the obligations contained in this Section 6.7 by the parties,
no party shall have any further obligations under this Agreement.

     

        6.8   Registration
Rights.  After the conversion of all the shares of the Series D
Preferred Stock to shares of Company Common Stock by TEY and CHAI, the Company
shall, upon request made by TEY and CHAI, undertake to take all necessary steps
to prepare and file a registration statement pursuant to the Securities Act in
connection with the proposed resale by the holders of shares of Common Stock of
the Company which are to be issued as a consequence of this Agreement. The
Company will use all efforts to promptly follow up with the SEC and to ensure
that expeditious responses are given to any SEC enquiries relating to the best
efforts to effect the registration of 100% of such shares of the Company Common
Stock then owned by TEY and CHAI and as requested by TEY and CHAI to be included
in such registration statement, all to the extent required to permit the sale or
other disposition by TEY and CHAI of such shares.  The Company will
notify TEY and CHAI of the date of effectiveness of any registration statement
in which such Company Common Stock is registered. All expenses incurred by the
Company in connection with the registration of such securities pursuant to this
Section 6.8 shall be borne by the Company.

    


    


    ARTICLE
VII

    Covenants

     

        7.1   General
Confidentiality.  Each of the Parties will treat and hold as
such all of the Confidential Information of the other Parties, refrain from
using any of the Confidential Information except in connection with this
Agreement, and unless there is a closing on the Exchange, deliver promptly to
the owner of such Confidential Information or destroy, at the request and option
of the owner of the Confidential Information, all tangible embodiments (and all
copies) of the Confidential Information which are in its possession. In the
event that any of the Parties is requested or required (by oral question or
request for information or documents in any legal proceeding, interrogatory,
subpoena, civil investigative demand, or similar process) to disclose any
Confidential Information, that Party will notify the affected Party promptly of
the request or requirement so that the affected Party may seek an appropriate
protective order or waive compliance with the provisions of this Section
7.1.  If, in the absence of a protective order or the receipt of a
waiver hereunder, any of the Parties is, on the advice of counsel, compelled to
disclose any Confidential Information to any tribunal or else stand liable for
contempt, that Party may disclose the Confidential Information to the tribunal;
provided, however, that the disclosing Party shall use its commercially
reasonable efforts to obtain, at the request of the affected Party, an order or
other assurance that confidential treatment will be accorded to such portion of
the Confidential Information required to be disclosed as the affected Party
shall designate. The foregoing provisions shall not apply to any Confidential
Information which is generally available to the public immediately prior to the
time of disclosure.

    


    


    


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        7.2   Tax
Treatment.  The Company, GAEAWAVE, TEY and/or CHAI will not
knowingly take any action, written or otherwise, which would result in the
transactions contemplated by this Agreement not being accounted for as tax-free
exchange under the Code.

     

        7.3   General.  In
case at any time after the Closing Date any further action is necessary to carry
out the purposes of this Agreement, each of the Parties will take such further
action (including the execution and delivery of such further instruments and
documents) as any other Party reasonably may request, all at the sole cost and
expense of the requesting Party (unless the requesting Party is entitled to
indemnification therefore under Article V).

    


    ARTICLE
VIII

    Miscellaneous

     

        8.1   Notices.  Any
notice, demand, claim or other communication under this Agreement shall be in
writing and delivered personally or sent by certified mail, return receipt
requested, postage prepaid, or sent by facsimile or prepaid overnight courier to
the parties at the addresses as follows (or at such other addresses as shall be
specified by the parties by like notice):

     

        If to the
Company:         Mezabay International,
Inc.

                800
5thAvenue, Suite 4100,

                   Seattle,
WA,

                   USA.

    


    


    If to
GAEAWAVE,

    TEY or
CHAI                                                Gaeawave  Sdn.
Bhd.

                       02-1-C, Jalan
Usahawan,

                                                                            SME
Technopreneur Centre 2,

                                                                            63000
Cyberjaya,

                    Selangor,
Malaysia.

    


    


    Such
notice shall be deemed delivered upon receipt against acknowledgment thereof if
delivered personally, on the third business day following mailing if sent by
certified mail, upon transmission against confirmation if sent by facsimile and
on the next business day if sent by overnight courier.

     

        8.2   Entire Agreement;
Incorporation.  This Agreement and the documents and
instruments and other agreements among the parties hereto as contemplated by or
referred to herein contain every obligation and understanding between the
parties relating to the subject matter hereof and merges all prior discussions,
negotiations, agreements and understandings, both written and oral, if any,
between them, and none of the parties shall be bound by any conditions,
definitions, understandings, warranties or representations other than as
expressly provided or referred to herein.  All schedules, exhibits and
other documents and agreements executed and delivered pursuant hereto are
incorporated herein as if set forth in their entirety herein.

    


    


    


    


    


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        8.3   Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, heirs, personal
representatives, legal representatives, and permitted assigns.

     

        8.4   Assignment.  This
Agreement may not be assigned by any party without the written prior consent of
the other parties.  Subject to the preceding sentence, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and permitted assigns.

     

        8.5   Waiver and
Amendment.  Any representation, warranty, covenant, term or
condition of this Agreement which may legally be waived, may be waived, or the
time of performance thereof extended, at any time by the party hereto entitled
to the benefit thereof, and any term, condition or covenant hereof (including,
without limitation, the period during which any condition is to be satisfied or
any obligation performed) may be amended by the parties thereto at any
time.  Any such waiver, extension or amendment shall be evidenced by
an instrument in writing executed on behalf of the party against whom such
waiver, extension or amendment is sought to be charged.  No waiver by
any party hereto, whether express or implied, of its rights under any provision
of this Agreement shall constitute a waiver of such party’s rights under such
provisions at any other time or a waiver of such party’s rights under any other
provision of this Agreement.  No failure by any party thereof to take
any action against any breach of this Agreement or default by another party
shall constitute a waiver of the former party’s right to enforce any provision
of this Agreement or to take action against such breach or default or any
subsequent breach or default by such other party.

     

        8.6    No Third Party
Beneficiary.  Nothing expressed or implied in this Agreement is
intended, or shall be construed, to confer upon or give any Person other than
the parties hereto and their respective heirs, personal representatives, legal
representatives, successors and permitted assigns, any rights or remedies under
or by reason of this Agreement, except as otherwise provided
herein.

     

        8.7   Severability.  In
the event that any one or more of the provisions contained in this Agreement, or
the application thereof, shall be declared invalid, void or unenforceable by a
court of competent jurisdiction, the remainder of this Agreement shall remain in
full force and effect and the application of such provision to other Persons or
circumstances will be interpreted so as reasonably to effect the intent of the
parties hereto.  The parties further agree to replace such invalid,
void or unenforceable provision with a valid and enforceable provision that will
achieve, to the extent possible, the economic, business and other purposes of
such invalid, void or unenforceable provision.

     

        8.8   Expenses.  Except
as otherwise provided herein, each party agrees to pay, without right of
reimbursement from the other party, the costs incurred by it incident to the
performance of its obligations under this Agreement and the consummation of the
transactions contemplated hereby, including, without limitation, costs incident
to the preparation of this Agreement, and the fees and disbursements of counsel,
accountants and consultants employed by such party in connection
herewith.

     

        8.9   Headings.  The
table of contents and the section and other headings contained in this Agreement
are for reference purposes only and shall not affect the meaning or
interpretation of any provisions of this Agreement.

    


    


    


    


    


    27

    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

        8.10   Other Remedies; Injunctive
Relief.  Except as otherwise provided herein, any and all
remedies herein expressly conferred upon a party will be deemed cumulative with
and not exclusive of any other remedy conferred hereby, or by law or equity upon
such party, and the exercise by a party of any one remedy will not preclude the
exercise of any other remedy.  The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached.  It is accordingly agreed that the parties shall
be entitled to seek an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions hereof in any
court of the United States or any state having jurisdiction, this being in
addition to any other remedy to which they are entitled at law or in
equity.  In any action at law or suit in equity to enforce this
Agreement or the rights of the parties hereunder, the prevailing party in any
such action or suit shall be entitled to receive a reasonable sum for its
attorneys’ fees and all other reasonable costs and expenses incurred in such
action or suit.

     

        8.11   Final Version, Counterparts
and Amendment.  This document is the final version of this
Agreement and supersedes any other version that may have been executed and in
the event of any other conflicting version, this document shall prevail. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.  Facsimile signatures shall be deemed valid and binding.
Any amendment to this Agreement shall be valid and effective only with the full
signature of each of the signors that appear in page 30 of this
document

     

        8.12   Remedies
Exclusive.  Except in the case of fraud or equitable remedies
expressly provided for herein, the parties acknowledge and agree that the
indemnification provisions set forth in Article V of this Agreement constitute
the parties’ sole and exclusive remedy with respect to any and all claims
relating to the transactions contemplated by this Agreement.

     

        8.13   Governing
Law.  This Agreement has been entered into and shall be
construed and enforced in accordance with the laws of the State of Nevada,
without reference to the choice of law principles thereof.

     

        8.14   Jurisdiction and
Venue.  This Agreement shall be subject to the exclusive
jurisdiction of the courts of the State of Nevada.  The parties to
this Agreement agree that any breach of any term or condition of this Agreement
shall be deemed to be a breach occurring in the State of Nevada by virtue of a
failure to perform an act required to be performed in the State of Nevada and
irrevocably and expressly agree to submit to the jurisdiction of the courts of
the State of Nevada for the purpose of resolving any disputes among the parties
relating to this Agreement or the transactions contemplated
hereby.  The parties irrevocably waive, to the fullest extent
permitted by law, any objection which they may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Agreement, or any judgment entered by any court in respect hereof brought
in the State of Nevada, and further irrevocably waive any claim that any suit,
action or proceeding brought in the State of Nevada has been brought in an
inconvenient forum.

     

        8.15   Participation of
Parties.  The parties hereby agree that they have been
represented by counsel during the negotiation and execution of this Agreement
and, therefore, waive the application of any law, regulation, holding, or rule
of construction providing that

    


    


    


    


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    ambiguities
in an agreement or other document will be construed against the party drafting
such agreement or document.

     

        8.16   Further
Assurances.  The parties hereto shall deliver any and all other
instruments or documents reasonably required to be delivered pursuant to, or
necessary or proper in order to give effect to, all of the terms and provisions
of this Agreement including, without limitation, all necessary stock powers and
such other instruments of transfer as may be necessary or desirable to transfer
full and complete ownership of the shares of GAEAWAVE Common Stock free and
clear of any liens or encumbrances.

     

        8.17   Publicity.  No
public announcement or other publicity concerning this Agreement or the
transactions contemplated hereby shall be made without the prior written consent
of the Company and TEY and CHAI jointly as to form, content, timing and manner
of distribution.   Nothing contained herein shall prevent any
party from making any filing required by federal or state securities laws or
stock exchange rules.

     

        8.18   No
Solicitation.  Neither GAEAWAVE nor the Company shall authorize
or permit any of its officers, directors, agents, representatives, managers,
members, agents, or advisors to solicit, initiate or encourage or take any
action to facilitate the submission of inquiries, proposals or offers from any
person relating to any matter concerning any merger, consolidation, business
combination, recapitalization or similar transaction involving GAEAWAVE or the
Company, respectively, other than the transaction contemplated by this Agreement
or any other transaction the consummation of which would or could reasonably be
expected to impede, interfere with, prevent or delay the Exchange or which would
or could be expected to dilute the benefits to each of the parties of the
transactions contemplated hereby.  GAEAWAVE and the Company will
immediately cease and cause to be terminated any existing activities,
discussions and negotiations with any parties conducted heretofore with respect
to any of the foregoing.

    


    


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              IN
WITNESS WHEREOF, the parties hereto have each executed and delivered this
Agreement as of the day and year first above written.

    


                                     MEZABAY
INTERNATIONAL, INC. (“COMPANY”)

    


    


    


                                      By:
______________________________________

                                                   King
K. Ng

                                                   Director
& Chief Executive Officer

    


                                      GAEAWAVE SDN. BHD.
(“GAEAWAVE”)

    


    


     
 

                                      By:
_____________________________________

                                                   Tey
Yong Qing

                                                   Director

     
 

                                      TEY YONG QING
(”TEY”)

    


    


                                      By:
_______________________________________

                                                   Tey
Yong Qing

                                                   Malaysian
I/C No.: 840623-07-5685

    


      CHAI KOK WAI
(“CHAI”)

    


     
 

                      By:
_______________________________________

                                   Chai
Kok Wai

                 
                 Malaysian
I/C No.: 721103-08-6143

    


    


    


    


    


    


    


    30

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


     

    EXHIBIT
A

    


    RIGHTS
AND PREFERENCES OF SERIES D

    PREFERRED
STOCK

    


    The Ten
Million (10,000,000) shares of Mezabay International, Inc.’s preferred stock of
par vale $0.001 (“Series D Preferred Stock”) issued to TEY and CHAI pursuant to
the transaction contemplated in this Agreement shall have the following rights
and preferences:

    


    
      	
              1.  

            	
              No
      preference ranking ahead of shares of Company Common Stock at dissolution
      or any distribution of assets.

            


    

    


    
      	
              2.  

            	
              No
      voting rights at all general or special meetings of the Company or via
      shareholder resolutions.

            


    

    


    
      	
              3.  

            	
              Shall
      be entitled to any interest or stock dividend or cash dividend, including
      any shares of any spin-off (“Dividend”) that may be distributed by the
      Company, at the rate of One Hundred (100) times the Dividend declared for
      each share of Company Common Stock.

            


    

    


    
      	
              4.  

            	
              Subject
      to Sections 5, 6, 7 and 8 stipulated below, each of the holders of the
      shares of Series D Preferred Stock {“Holders”}shall have the right to
      convert such shares of Series D Preferred Stock into shares of Company
      Common Stock at the rate of one (1) share of Series D Preferred Stock
      converting into One Hundred (100) shares of Company Common
      Stock.

            


    

    


    
      	
              5.  

            	
              Within
      seven (7) days from the issuance date of the Ten Million (10,000,000)
      shares of the Series D Preferred Stock, each of the Holders will be
      entitled to, and shall, surrender to the Company Fifty percent (50%) of
      the shares of Series D Preferred Stock issued to him/her pursuant to this
      Agreement, aggregating to Five Million (5,000,000) shares of the Series D
      Preferred Stock from all the Holders, for conversion into shares of
      Company Common Stock, at the rate of One Hundred (100) shares of Company
      Common Stock to be issued for each share of Series D Preferred Stock
      surrendered.

            


    

    


    
      	
              6.  

            	
              Within
      five (5) business days from the date the Company effectively amend its
      Article of Incorporation for the increase in its authorized number of
      shares of the Company Common Stock to minimum of three billion
      (3,000,000,000) shares or more, each of the Holders will be entitled to,
      and shall, surrender to the Company Fifty percent (50%) of the shares of
      Series D Preferred Stock issued to him/her pursuant to this Agreement,
      aggregating to Five Million (5,000,000) shares of the Series D Preferred
      Stock from all the Holders, for conversion into shares of Company Common
      Stock, at the rate of One Hundred (100) shares of Company Common Stock to
      be issued for each share of Series D Preferred Stock
      surrendered.

            


    

    


    
      	
              7.  

            	
              Within
      ten (10) business days from the respective dates of surrender of the
      Holder’s shares of Series D Preferred Stock, the Company will issue a new
      certificate or certificates for the requisite number of shares of Company
      Common Stock to the said Holder.

            


    

    


    


    


    


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              8.  

            	
              The
      shares of Company Common Stock so issued to the Holder pursuant to the
      conversion of the shares of Series D Preferred Stock surrendered by
      him/her will be issued under Regulation S and will bear a legend as
      described in Section 2.5 of this Share Exchange
  Agreement.

            


    

    


    


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    SCHDULE
2.1

    


    List of Gaeawave
Stockholders and No. of shares of Series D Preferred Stock

    to be Issued
to

    


    


    Name                Address               No. of  Shares of
Series D Preferred Stock

    


    Tey Yong
Qing               110, Taman
Perdana                                        5,000,000

    Malaysian
I/C No.:             Jalan Bakri, 84000, Muar

    [840623-07-5685]             Johor,
Malaysia

    


    Chai Kok
Wai                  A-6-1, Seri Cendekia
Condo,                         5,000,000

    Malaysia
I/C No.:            Jalan 4/124, Taman Connaught,

    [721103-08-6143]             56100 Cheras,
Kuala Lumpur,

    Malaysia

    


           ______________________________________________________________

    


    TOTAL: 2
Individuals                               10,000,000

           ______________________________________________________________

    


    


    


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    SCHDULE
4.11

    


    Outstanding
Convertible Securities, Options, Warrants and other Rights and/or Commitments of
GAEAWAVE.

    


    


    
      	
              (a)  

            	
              Securities
      or instruments convertible into or exercisable for any of the capital
      stock or other equity interests of
GAEAWAVE.:

            


    

    


    NONE

    


    
      	
              (b)  

            	
              Options,
      warrants, subscriptions or other rights to acquire capital stock or other
      equity interests of GAEAWAVE :

            


    

    


    NONE

    


    
      	
              (c)  

            	
              Commitments,
      agreements or understandings of any kind, including employee benefit
      arrangements, relating to the issuance or repurchase by GAEAWAVE
      and  of any capital stock or other equity interests of GAEAWAVE,
      or any instruments convertible or exercisable for any such securities or
      any options, warrants or rights to acquire such
  securities:

            


    

    


        NONE

    


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    SCHEDULE
4.18

    


    INTELLECTUAL
PROPERTY OF GAEAWAVE.

    


    NONE.

    


    


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    35